OEM Services Agreement

OEM SERVICES AGREEMENT

Parties

This OEM Services Agreement ("Agreement") is made and entered into as of by and between Client Name: and OEM Provider Name: .

Whereas

WHEREAS, Client desires to engage OEM Provider to perform certain design, manufacturing oversight, integration, and related services for original equipment manufactured parts and assemblies in accordance with the terms set forth herein; and

WHEREAS, OEM Provider has the technical expertise, personnel, facilities and capacity to perform the Services described in this Agreement and is willing to perform such Services subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth below, the parties agree as follows.

Scope of Work

OEM Provider shall perform the services and deliverables described below (collectively, the "Services"). OEM Provider shall perform Services in a professional manner in accordance with industry standards, applicable specifications, and any mutually agreed schedules.

Payment Terms

Client shall pay OEM Provider for Services as set forth in this section. All payments are due in U.S. dollars unless otherwise agreed in writing.

Amount past due shall accrue interest at or a fixed fee of per late invoice, whichever is greater. Client shall also reimburse OEM Provider for reasonable collection costs, including attorneys' fees, incurred in collection of overdue amounts.

Term and Termination

The term of this Agreement ("Term") shall commence on the Start Date below and shall continue until the End Date below unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for Services performed prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical data, designs, specifications, tooling, pricing, business plans and customer lists.

The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) restrict disclosure of Confidential Information to those employees, agents or subcontractors with a need to know who are bound by confidentiality obligations at least as protective as those herein, and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

Obligations under this Confidentiality section shall survive termination or expiration of this Agreement for the period specified above, except with respect to any Confidential Information that becomes public through no fault of the Receiving Party or that is rightfully received from a third party without restriction.

Indemnification and Insurance

OEM Provider shall indemnify, defend and hold harmless Client and its affiliates from and against claims, liabilities, losses and expenses arising out of OEM Provider's negligent acts, willful misconduct or breach of warranty in the performance of Services. Client shall indemnify OEM Provider for claims arising out of Client's products, specifications or misuse of deliverables except to the extent caused by OEM Provider's negligence.

Each party shall maintain insurance coverage appropriate to the Services performed, including commercial general liability and, where applicable, product liability and workers' compensation insurance, in commercially reasonable amounts.

Warranties; Manufacturing Defects

OEM Provider warrants that deliverables shall conform to the agreed specifications and be free from material defects in workmanship for a warranty period of days from delivery. OEM Provider's sole obligation under this warranty shall be, at OEM Provider's option, to repair or replace nonconforming deliverables or refund the portion of the purchase price attributable to such deliverables.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation. If negotiation fails, the parties agree to submit disputes to binding arbitration before a single arbitrator in the governing state, unless otherwise agreed in writing.

Entire Agreement; Amendments

This Agreement, together with any exhibits or purchase orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, sale of substantially all assets, or change of control, provided the assignee assumes all obligations hereunder. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

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